SEC Form 4 · accession 0001193805-15-000077
AUXILIUM PHARMACEUTICALS INC · AUXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
DEERFIELD MANAGEMENT CO
10% Owner · Other
Deerfield Mgmt L.P.
10% Owner · Other
DEERFIELD PARTNERS, LP
10% Owner · Other
James E Flynn
10% Owner · Other
Deerfield International Master Fund, L.P.
10% Owner · Other
Period of report
Jan 29, 2015
Accepted (ET)
Feb 2, 2015 · 5:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001182129
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jan 29, 2015 | U | 2,797,408 | — | D | 0 | I | Through Deerfield Partners, L.P. |
| Common StockF1,F2,F3 | Jan 29, 2015 | U | 3,469,974 | — | D | 0 | I | Through Deerfield International Master Fund, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the "Merger Agreement"), among Auxilium Pharmaceuticals, Inc. ("Auxilium"), Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as of the effective time of the closing of the merger on January 29, 2015, these shares were exchanged for consideration comprised of a mix of cash and shares of Endo International plc in accordance with the Merger Agreement at the rate of $9.75 in cash and 0.3448 Endo shares per share of Auxilium common stock.
- F2This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
- F3In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Remarks
Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn